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1. Parties: Identification of the financing party and the company receiving financing
2. Background: Context of the agreement and brief description of the business and financing purpose
3. Definitions: Definitions of key terms used throughout the agreement
4. Investment Amount: Details of the financing amount and payment terms
5. Royalty Payments: Calculation methodology, payment frequency, and basis for royalty payments
6. Calculation of Revenue: Definition and methodology for calculating the revenue base for royalty payments
7. Payment Terms: Specific mechanics of payments, including timing, currency, and payment methods
8. Reporting Requirements: Financial reporting obligations, frequency, and content requirements
9. Information Rights: Investor's rights to company information and financial records
10. Representations and Warranties: Standard company representations and compliance with laws
11. Company Covenants: Ongoing obligations of the company during the agreement term
12. Events of Default: Circumstances constituting default and consequences
13. Term and Termination: Duration of the agreement and termination provisions
14. Confidentiality: Protection of confidential information exchanged
15. Governing Law and Jurisdiction: Application of German law and jurisdiction for disputes
16. Miscellaneous: Standard boilerplate provisions including notices, amendments, and assignment
1. Security: Include when the financing is secured by company assets
2. Intellectual Property Rights: Include when IP is relevant to revenue generation or security
3. Change of Control: Include when restrictions on ownership changes are required
4. Minimum Payments: Include when establishing a floor for royalty payments
5. Maximum Cap: Include when establishing a ceiling for total royalty payments
6. Buy-out Options: Include when allowing early termination through lump-sum payment
7. Parent Company Guarantee: Include when parent company guarantee is required
8. Step-in Rights: Include for strategic investments requiring operational control rights
9. Regulatory Compliance: Include when specific regulatory requirements apply to the financing
1. Schedule 1 - Calculation Examples: Detailed examples of royalty calculations
2. Schedule 2 - Reporting Template: Standard format for periodic financial reporting
3. Schedule 3 - Business Plan: Company's business plan and financial projections
4. Schedule 4 - Initial Due Diligence Results: Summary of due diligence findings
5. Schedule 5 - Existing Indebtedness: List of company's existing financial obligations
6. Appendix A - Bank Account Details: Payment account information for both parties
7. Appendix B - Authorized Signatories: List of persons authorized to act under the agreement
8. Appendix C - Compliance Certificates: Templates for periodic compliance certification
Affiliate
Agreement
Applicable Law
Business Day
Business Plan
Change of Control
Closing Date
Confidential Information
Default Interest Rate
Eligible Revenue
Event of Default
Excluded Revenue
Financial Statements
Financial Year
Force Majeure Event
Gross Profit
Group
Information Rights
Investment Amount
Material Adverse Effect
Maximum Cap
Minimum Payment
Net Revenue
Payment Date
Payment Period
Permitted Indebtedness
Qualifying Revenue
Regulatory Authority
Relevant Period
Reporting Date
Royalty
Royalty Percentage
Royalty Payment
Security
Security Documents
Subsidiary
Tax
Term
Termination Date
Transaction Documents
Definitions
Investment Terms
Royalty Calculation
Payment Obligations
Revenue Determination
Reporting Requirements
Information Rights
Representations and Warranties
Covenants
Security
Tax Provisions
Events of Default
Remedies
Term and Termination
Change of Control
Assignment
Confidentiality
Force Majeure
Notices
Amendment
Severability
Entire Agreement
Governing Law
Dispute Resolution
Anti-Money Laundering
Data Protection
Regulatory Compliance
Further Assurance
Costs and Expenses
Software & Technology
E-commerce
Digital Services
Healthcare
Manufacturing
Consumer Products
Professional Services
Media & Entertainment
Renewable Energy
Biotechnology
Retail
Food & Beverage
Legal
Finance
Treasury
Corporate Development
Strategy
Tax
Compliance
Risk Management
Business Development
Accounting
Chief Financial Officer
Finance Director
Chief Executive Officer
Legal Counsel
Investment Manager
Corporate Lawyer
Financial Controller
Treasury Manager
Business Development Director
Commercial Director
Head of Strategy
Risk Manager
Compliance Officer
Investment Analyst
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